[Verse 1]
When Congress writes the tax code down
Three principles help us figure it out
Plain meaning first, what do the words say?
Read them simply, that's the straightforward way
But when it's unclear, we dig deeper still
Legislative history shows Congress's will
Canons of interpretation guide our sight
To find the meaning hidden from plain sight
[Chorus]
Plain meaning, history, canons three
Statutory construction sets us free
Substance over form, look past the face
Step transaction, economic base
Business purpose, sham we must detect
Three principles keep the law in check
[Verse 2]
Courts don't just see what papers show
Substance over form, they need to know
What really happened, not just the name
Step transaction doctrine plays the same game
Multiple steps that could be one
Economic substance must be won
Section seventy-seven oh one letter O
Codified the rules we need to know
[Chorus]
Plain meaning, history, canons three
Statutory construction sets us free
Substance over form, look past the face
Step transaction, economic base
Business purpose, sham we must detect
Three principles keep the law in check
[Bridge]
Tax Court knows the law so well
District Courts and Federal Claims can tell
Circuit Courts review what's been decided
Supreme Court's word cannot be divided
When IRS says yes, acquiescence
When they say no, nonacquiescence
[Verse 3]
Business purpose must be real and true
Not just tax savings, something more to do
Sham transactions try to fool the test
But courts see through to find what's best
Economic substance needs two parts
Meaningful change and business smarts
Pre-tax profit potential must be there
Or business purpose beyond tax care
[Final Chorus]
Plain meaning, history, canons three
Statutory construction sets us free
Substance over form, look past the face
Step transaction, economic base
Business purpose, sham we must detect
Three principles keep the law correct
[Outro]
From Tax Court up to the Supreme
These three principles reign supreme
Interpretation guides the way
In tax law's complex legal fray